POWELL INDUSTRIES INC 10-Q

Item 5. Other Information Insider Adoption or Termination of Trading Arrangements On February 23, 2024 , Michael W. Metcalf , Executive Vice President and Chief Financial Officer , adopted a “Rule 10b5-1 trading arrangement,” as the term is defined in Item 408(a) of Regulation S-K, for the sale of up to 10,100 shares of the Company’s common stock, subject to certain conditions, from June 7, 2024 through February 14, 2025. On February 26, 2024 , Brett A. Cope , President and Chief Executive Officer , adopted a “Rule 10b5-1 trading arrangement,” as the term is defined in Item 408(a) of Regulation S-K, for the sale of up to 11,000 shares of the Company’s common stock, subject to certain conditions, from June 14, 2024 through December 19, 2024. 27 Item 6. Exhibits Number Description of Exhibits 3.1 — Certificate of Incorporation of Powell Industries, Inc. filed with the Secretary of State of the State of Delaware on February 11, 2004 (filed as Exhibit 3.1 to our Form 8-A/A filed November 1, 2004, and incorporated herein by reference) . 3.2 — Amended and Restated Bylaws of Powell Industries, Inc. (filed as Exhibit 3.1 to our Form 8-K filed October 12, 2012, and incorporated herein by reference). 3.3 — Amendment No. 1 to Amended and Restated Bylaws of Powell Industries, Inc. (filed as Exhibit 3.1 to our Form 8-K filed February 26, 2021, and incorporated herein by reference) . *31.1 — Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). *31.2 — Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). **32.1 — Certification of Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **32.2 — Certification of Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *101 — The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets (Unaudited); (ii) Condensed Consolidated Statements of Operations (Unaudited); (iii) Condensed Consolidated Statements of Comprehensive Income (Unaudited); (iv) Condensed Consolidated Statements of Stockholders' Equity (Unaudited); (v) Condensed Consolidated Statements of Cash Flows (Unaudited); and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited), tagged as blocks of text and including detailed tags. *104 — The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL (included as Exhibit 101). * Filed herewith ** Furnished herewith 28 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. POWELL INDUSTRIES, INC. (Registrant) Date: May 1, 2024 By: /s/ Brett A. Cope Brett A. Cope President and Chief Executive Officer (Principal Executive Officer) Date: May 1, 2024 By: /s/ Michael W. Metcalf Michael W. Metcalf Executive Vice President Chief Financial Officer (Principal Financial Officer) 29